Phoenix Rising
by BardicStorm
Summary: Equestria's sovereignty has been stripped away by the ever expanding Griffin Empire. Can Twilight Sparkle find a way to break the Imperial Rule and restore the Equestria we all know and love? Rated M for violence and adult themes.
1. Chapter 1: The Insurrection Begins

**Hey guys! BladeStriker7 here with a new story for you. Enjoy and review if you liked it, didn't like it, or just feel like leaving reviews!**

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><p>Five years. It was five years ago today since Equestria's sovereignty fell into the annals of history. It was five years ago that the last Equestrian warrior fell, and with it the rule of the Alicorns. It was five years ago that the Griffin Empire sat their Emperor on the throne, and took the title of "Lord of all Equestria". It was five years ago that the Griffin rule took charge, and for Twilight Sparkle, that was five years too long.<p>

Since the conquest she had been toiling away in servitude to the Griffins as a chronicler and a scribe. Many long nights had been spent in the libraries of Canterlot, now renamed to Istanbeak, working on compiling a comprehensive history of Imperial expansion over time, as well as making note of any further conquest. She was surrounded by books day and night, hating every second of it. What once would have been a blessing was now a curse. This musty library, once her home, was now her prison, and she longed for nothing more than to see her friends' faces once again.

Tonight she had decided that she had had enough. Tonight she had the courage and bravery of her long lost friend Rainbow Dash. Tonight, will mark the beginning of the end.

_**Phoenix Rising**_

**Chapter 1: The Insurrection Begins**

Twilight paced around the bedroom set up for her on the second floor of the Grand Library of Istanbeak. The place was familiar, but foreign at the same time. She had spent countless nights, lost in study while a student under Celestia herself. She used to take joy in the anticipation of getting to spend another night studying at the castle, falling asleep under the watchful and loving gaze of her mentor, and waking up to her warm smile and caring eyes.

But the library she loved as a filly was no more. It had been transformed into a cage. What used to be her retreat from the world was now her barrier from it. The books that were once escapes were now chains that bound her. The watchful eyes remained, but now they were filled with hatred and resentment, with malice and ill-will. She wanted an end to her imprisonment.

Twilight stirred in her quarters, thinking of how she could make her escape from the grand library of Istanbeak. She could not simply walk out the front; she was too prominent of a figure in society as a former wielder of the Element of Magic. On top of that, two guards stood outside the double doors to the library, ensuring that she does not escape. Any attempts to just leave would be ended in an instant; shot down before she would even set foot in the countryside.

She could set fire to the library. Then the guards would have to rush in to contain the fire, and she would run out in the confusion. But consciously she could not set fire to such a repository of books. As a scholar, she would be sickened by her wanton destruction of such a vast array of literature and reference books, some of which were older than the rule of Celestia herself. Besides, if the fire spread and killed any innocent ponies she could never forgive herself.

While she was running through her options one of her guards came in through the doors, bringing her dinner. "Come here Pony! I've got your food for you." He yelled as he entered in the room. The purple pony looked over at the locked windows and formulated a plan as she headed down the stairs to meet the guard.

"Oh why thank you good sir, it's so nice to see that someone still cares about whether or not I eat." She said, smiling at the soldier.

"Don't think too far into it. Just orders, honestly I'm surprised that the Emperor is so willing to keep you alive. He must consider you very important, or at least useful."

"Well that's so nice to hear. It's been so long since anyone had considered me important. Tell me, when was the last time someone made you feel important?" She said in a flirty manner as she leaned towards the guard.

"Huh, well, I can't really remember. I've been deployed in Equestria since the initial invasions, so I haven't really seen a female Griffin since then."

"Who said anything about female companionship?" Twilight said with a giggle, covering her mouth. The guard swallowed saliva and began to heat up from nerves. "So you haven't even considered doing anything with a Pony since then?"

"No, well, I mean I'm not against it. I'm open to trying it; I just haven't found a mare as hot as, well, you I guess." He said narrowing his eyes and smacking her flank hard.

"Oh my, well aren't you a big, strong, conquering Griffin." She said smiling coyly. "Maybe I can help you put down some, insurrections caused by certain Ponies." She slowly started removing his armor that shielded his underbelly and made her way down his chest, his stomach, and stopped at his lower abdomen. "Oh my, it looks like the insurrection has begun." She said looking up at him with a smile. She then lowered her head, pressed up against his lower abs, and rammed her horn into his gullet. She then cut a swath of blood and innards up the soldier's body, leaving him mute from the shock. "As I said, the insurrection has begun." She mocked, smirking at the body.

Twilight took the keys carried by the guard, unlocked the magical device around her neck dampening her magic, and galloped towards the door. She braced it with all the nearby desks and bookshelves and headed off towards the windows. The doors were being pounded upon by the other guard, wondering what had happened to his companion. She fumbled through the keys and found the one to unlock the windows of the library. Twilight unlocked the stain glass window and jumped out of it. Her magic no longer being suppressed by the device, she cast a spell of gliding and slowly descended down from the mountain that Istanbeak was built into. She landed in an empty plain, bordering a small forest with a vegetable farm visible not too far away.

Twilight turned back to see the library and the castle and saw the other Griffin that was guarding her fly out the window and search the rooftops for her. The rest of the castle was not yet aware of her absence. She took one final look at Istanbeak, and swore that she would one day return. That one day she would come back, retake the capital, and turn it into Canterlot once more. But for now she had a new destination, Ponyville.

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><p><strong>Let me know what you guys think of the length. My other story I have on this site has longer chapters so I was considering going for shorter chapters this time around. Thanks for reading!<strong>


	2. Chapter 2: Past Shadows

**Hey! Hope you guys are enjoying the story so far. This chapter ran a bit longer than the last but its still a reasonable length. Enjoy and let me know what you think!**

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><p><strong>Chapter 2: Past Shadows<strong>

Twilight Sparkle made her way down south from the city of Istanbeak. Along the way she came across travelling pony merchants who recognized her almost immediately as the former student of Celestia. Understanding the situation after Twilight explained it to the two of them; they gave Twilight enough food and water to keep her nourished for her journey, as well as a shroud to conceal her identity as she walked about Equestria. She smiled, thanked them for their support, and then parted ways with the merchants. She could not afford to be in one spot for too long, lest she be recaptured by the Griffins.

She worked her way down the long, dusty dirt road that lead to her former home. Thankfully the trip was going fairly well, but Twilight was still getting readjusted to the sunlight so she still needed the shade of her hood to see. Five years locked away in the castle library had almost made her forget how bright the sun can be when tinted windows are not filtering out the intensity.

She had often wondered how Celestia had managed to manipulate the Sun to rise every morning. How could one pony be able to conquer something as powerful as the sun? How could one pony find the strength to lift something that refused to be removed from its place? How could one face against such burning intensity and overcome it? She was sure that Celestia had told her once, how she wished now she would have paid better attention.

Lost in thought she came upon her destination while the sun had just started it's descent in the west. Ponyville had expanded rapidly since the initial invasions, mostly due to refugees from the surrounding areas flocking to its gates after being displaced by war. Shantytowns were rampart around what used to be the borders of the town. Ponies, hungry and desperate, tried to make a new life for themselves from the ashes of what once was. Parents were starving themselves and working every odd job that came along so that their Fillies and Colts could eat meager meals in crumbling shacks. The quakes of war were definitely felt years after the first blow was dealt, and they would be for years to come.

Twilight Sparkle wandered about the town, looking at the places that she once held dear. She happened upon her old house, the library of Ponyville, and saw that it was still in service. She walked in to see a pony she did not recognize working behind the counter and posed a question to her. "Excuse me, but would you happen to have an employee by the name of Spike?"

"Spike?" She responded. "It doesn't ring a bell but I can check our record books to see if he does work here. He might just work a different shift, now what is Spike, an Earth Pony, a Unicorn?"

"He is a Dragon, a very young one at that."

"A Dragon you say? Well I'm sorry but we do not have any dragons on staff. As a matter of fact I don't even remember the last time I've seen one."

"That's alright, I can't really remember the last time I've seen one either. Thank you for your time." She sighed as she walked out of the library, hanging her head.

She continued her journey throughout the town. Where colors once were she just saw different shades of grey. The skies may have been clear but they seemed darkened by the absence of Rainbow Dash. Her former home, a palace of clouds built by her own hoofs, had become home to the local ruling Griffon of nobility. The rainbow waterfalls still poured, but they were now nothing more than a reminder of the palace's former resident, and the rainbows she used to paint across the sky.

Twilight also happened upon Sugarcube Corner, which was struggling to get by. Due to the economic struggles of the region, sweets and baked goods had become a treat only reserved for the few who could afford it. The absence of Pinkie Pie was apparent as well. No longer did joyous singing come from the kitchen, accompanied by the sweet smell of confectionaries. No longer were parties springing up seemingly at random, celebrating for the sake of celebrating, enjoying life for the sake of enjoying life, living for the sake of living. But these nuances were no more as Mr. and Mrs. Cake were stripped of their favorite employee, their tenant, and their friend. Instead now they only have each other, and the hope that each other will be enough.

Twilight noticed that Sweet Apple Acres' business on the other hand was booming even though the Apple family was no longer running it. What had happened was due to the Empire's constant expansion the need for rations had never been higher and Sweet Apple Acres was contracted by the government to grow crops specifically for the military. When they had presented this agreement to the Apple family, Big Macintosh, who had ran the farm then in Applejack's absence, declined. He knew that surrendering his crops to the Griffin Empire would mean that many ponies in Ponyville would starve, as Sweet Apple Acres is the largest farm in the area with the highest crop yield. When news of Big Macintosh's decision got to the Emperor, he declared eminent domain and seized the farm for the federal government without the consent of the Apple family. Having lost their home, and their livelihood, the Apple family packed up their things and headed out to Appleloosa to begin life anew with their cousin, Braeburn.

Continuing down her path of past home, Twilight headed towards Carousal Boutique. When she got there she was shocked as she saw no building, only ashes and pieces of burnt wood scattered along the ground. She asked some of the ponies that passed her by what had happened and all told the same story.

It was about a year after the conquest of Equestria and Rarity was still working as a fashion designer. She was allowed to stay in business, as well as stay in Ponyville, due to the incoming Griffin nobility's love of Rarity's designs. She worked day and night on making high-class attire for the incoming conquerors. Her sister, Sweetie Belle, hardly got to spend any time with her she was so swamped with work. Needless to say she had become quite famous, as well as affluent.

Then on one tragic night, for reasons unknown, a fire broke out at the boutique. Due to it being the dead of night, nobody was around or awake to alert the fire brigade of the sudden inferno. When someone finally saw the fire and summoned the brigade, it was too late. Carousel Boutique was nearly completely burnt to the ground. All the brigade could do was control it so it would not spread any further. Since that night, nobody has seen hide nor hair of either Rarity or Sweetie Belle.

Several theories existed about how the fire started. Some believed that it was an exhausted Rarity who left candles burning as she drifted off to sleep. Some thought that a jealous competitor was attempting to level the playing field. But Twilight didn't care who was correct. No matter who was responsible, Rarity and her sister were still gone. The purple unicorn solemnly walked away from the ashes before her and headed towards the cottage that sat at the edge of the Everfree Forest.

As she approached the former residence of Fluttershy, which was now covered in overgrowth from the nearby forest, Twilight saw a small squadron of guards searching around the house. She ducked behind a bush to avoid being seen, but unfortunately the sudden rustling of the bushes made all of the small critters and creatures that were in the bush at the time scurry out, drawing the attention of the guards.

"You there!" One of the guards shouted towards Twilight. "We are searching for a recent escapee from Istanbeak and we were wondering if we could ask you a few questions?" He slowly approached Twilight with his comrades following close by. She had to think fast. If they got too close they would recognize her, and she couldn't possibly take on all six guards by herself. Before she even had time to come up with a plan, she was beset by Griffins in a semi-circle around her.

One of the Griffins looked at the sketch of Twilight that was in his hand. He looked back at Twilight and his eyes widened. "Well boys it looks like we have our escaped prisoner! We should…" But before he could finish his statement Twilight blasted him back with a bolt of arcane magic. She fired off another at a second guard, knocking him back as well, but the other four Griffins managed to hold her down to the ground and wrap an anti-magical choker around her neck.

"Alright," The Griffin with the sketch said as he rose from the ground. "The Emperor wanted you brought back alive but he sure as hell didn't say you had to be unharmed." The five Griffins that were holding her down made sure she was held tightly to the ground as the speaking Griffin raised his claw and struck Twilight hard across the face, leaving three bloody cuts across her face. Twilight winced in pain as he grabbed her head and pushed it into the dirt. "You see what happens when you defy our will!" He yelled as he forced her face further into the ground. Dust came into her wounds, causing a painful, consistent sting in Twilight's face.

"Anyone else want to rough her up a bit?" He asked. "Trust me if you wanted to do anything to her now would be the time to. It's not like the Emperor is going to car…" He was stopped short by an arrowhead protruding out of his neck. Blood splattered on the ground and he collapsed choking on his own blood. Twilight was let go as the Griffins tried to determine where the shots were coming from. All of a sudden a shadow of a Unicorn was seen at the edge of the forest, magically drawing an arrow from a quiver attached to her armor.

"Over there!" One of the guards shouted but to no avail as the Unicorn then sent the arrow flying into his chest, sending him backwards. One of his comrades saw this and took off in flight towards the archer, but he was tackled out of the skies by a Pegasus mid-flight. The Pegasus was wearing armor and a helmet that had a metallic spike protruding from the top of the helmet to be used as a weapon. The Griffin charged forward to kill the Pegasus, but the flying pony ducked back and gutted the Griffin with the artificial horn.

Yet another Griffin headed towards the Pegasus and wrestled her to the ground. She kicked the Griffin off of her, knocking the wind out of him thanks in part to her steel war horseshoes on her hoofs. She then got up off the ground and faced the Griffin head on. Blows were traded back and forth, her horn blocking his swipes and his armor stopping any stabs. Seeing an opening, the Pegasus landed a stab to the face, ending the Griffin's military career.

The last two pounced on top of the Pegasus and held her down when suddenly an Earth Pony in similar armor came charging forth from the Everfree Forest. She ran up to the first Griffin and with her hind legs bucked his lower beak clear off of his face. The Griffin collapsed from the pain and then was finished off from a horn stab from the Earth Pony. The last tried to escape by flying away but his wings were clipped from the Unicorn archer's arrow shot. The three surrounded the fallen Griffin and the Earth Pony delivered the finishing blow by smashing his face in against the ground.

The warriors approached Twilight, her vision blurry from the cuts. As they got closer she could see them better and better. "Twilight? Twilight Sparkle is that you?" The Pegasus warrior asked.

She could see them almost clearly now. Twilight looked at the Pegasus as her head got closer and closer. She had orange fur and pieces of purple hair peeked out from the metal helm. "Scoo… Scootaloo?" She managed to get out. It had to be her. Even though it has been five years she couldn't forget the face of the energetic Pegasus that once rode her scooter all about Ponyville.

"It is her! We found her!" Scootaloo declared to her allies behind her.

"Cutiemark Crusaders, Twilight Sparkle rescuers! Yay!" They all exclaimed in unison, as Twilight slowly fell unconscious from blood loss.


	3. Chapter 3: Ashen Foundations

**Hello readers of _Phoenix Rising_! I try not to take up your time with author's notes but I would like to apologize for the lack of updates to the story. I had been suffering from a full blown infection of the sinuses for the past month or so and it literally drained all focus from my mind. Not to mention mid-terms came about during the same time frame, leaving me very little time and energy to focus on creative endeavors. So to my readers out there, I whole-heatedly apologize for leaving all of you with a seemingly abandoned story. But to make it up, I bring you a brand new installment in _Phoenix Rising_! Also as a bonus bit of information I'll share with all of you, I'm currently working on an awesome story of epicness that is in the early stages of being written. The first few installments of it have already been finished but I'm still fine-combing through what has already been written, as well as establishing the framework of where the story will go.**

**Well without further ado, here it is, a new chapter of _Phoenix Rising_!**

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><p><strong> Chapter 3: Ashen Foundations<strong>

"Argh my face." Twilight said as she rose from the green cotton cot she lied in. "It stings terribly, and why can't I see anything out of my right eye?" She lifted one of her front hooves to her face and felt the bandages that covered half of it. Twilight then stepped out of the cot and onto the dirt floor below her and checked out her surroundings. It seemed as if she was in some kind of large, military tent with a forest camo print used as an infirmary, evidenced by the numerous identical cots that surrounded her as well as the occasional unconscious pony lying down on one.

"My, my, someone seems to have gotten up earlier than we expected." An entering nurse said as she walked towards Twilight. "You were bleeding pretty heavily when the Crusaders brought you in." The nurse then grabbed a blanket out from a nearby cart with her mouth and placed it on top of a shivering stallion at a nearby cot. "I was actually coming in to see how you're doing and take off your bandages. Glad to see you're still standing." She said smiling at the former student of Celestia. She went to take off the bandages when she halted herself. "Oh wow I almost forgot my name's Redheart, welcome to base camp. With all that's going on I must have forgot my manners." She chuckled.

"Oh well nice to meet you then Redheart, my name is…"

"Twilight Sparkle." The nurse interrupted. "I couldn't forget your name with all the praise and accolades that the commander gives to your name. It's like you come off as some sort of messiah." Redheart stopped speaking and removed the first layer of bandages.

"Commander? Do I know them?"

"I wouldn't know. She just seems to be incredibly sure you're key in overthrowing the Griffins." She continued after she finished with the first layer. "I'm sure she'll want to see you once she learns that you woke up." The nurse once again began unraveling the second layer.

"Good, I'd love to meet another pony so adamant about liberating the Equestrians. How has progress been for, uh, excuse me but I don't think I ever got your group's name."

"Ah yes you should know who we are after all." Redheart continued as she finished yanking off the last of the second layer. "We are Phoenix Rising. We believe that, like the phoenix, Equestria will once again rise up from the ashes anew. I'd like to say we've been successful but honestly we're more ash than phoenix at the moment. Hopefully though we'll be able to rise up now that your here." She said shooting a reassuring smile towards Twilight. "Now this is going to hurt, I'm taking off the last layer of bandages, the ones right on the cuts. Ready?"

"Ready." Redheart began to pull the bandages from Twilight's face at her request. "Ouch! Dear Celestia that hurts!" She shouted in pain. "It hurt less getting slashed in the first place!"

"Hey!" The nurse retorted. "I said it was going to hurt! Now shut up and take it like a stallion, I'm going to have to go slow to make sure I don't damage the scar tissue."

"Alright, alright just go!" Twilight yelled back in anticipation of what was to come. She felt a sharp, stinging pain surge through her face as Redheart slowly pulled the bandage off of her damaged skin, culminating in one final yank to get it completely off. "By Luna that was awful!" Twilight complained to the nurse. "But thank you so much for helping me. Does my face look alright?"

"Well there's definitely some scarring, it might be a bit of time before they start to heal fully. Here have a look for yourself." Redheart stated as she motioned towards a nearby mirror. Twilight walked in front of the mirror and lowered her head to get a better look at her face. She saw that she had a large fresh scar that ran from her forehead down to the tip of her nose. Accompanying it was a scar that ran from above her right eye, down her eyelid, and ended just below the eye. She really didn't mind them at all. To her they served as a memorial to refusal to go quietly, and let her fate be decided by the oppressors.

"Are you ok?" Redheart said, snapping Twilight out of her thoughts.

"Wha? Oh, yes I'm fine." Twilight Sparkle said back to her caretaker. Assuring Redheart she was still in good mental health. "So," She continued "Do you think your commander would want to see me now?"

"I'm sure she would." The nurse said warmly to Twilight. "I'll go let her know you're up and running again. You stay here; it seems as if you have some visitors." Twilight turned her head to see that Scootaloo and Applebloom had entered the tent. "I'll leave you all alone." Redheart proceeded to then walk out of the tent as the two Cutie Mark Crusaders walked up towards Twilight.

"Whoa those are some badass scars you got there!" Scootaloo said jovially as she leaned in to get a better look at Twilight. "I've got the highest kill count in the entire resistance force and I don't even have a single, awesome battle scar to show for it."

"Scootaloo you're not supposed 'ta try and get them!" Applebloom told her friend in response. "I'm sure Twilight's really sad about having a huge scar runnin' down her face, uh, no offense of course Twilight." Applebloom apologized, realizing what she had said.

"Don't worry about it girls." Twilight reassured the two of them, giving them a warming smile. "I really don't mind them. After all, there's nothing we can really do now. The scars are here and they're surely not going anywhere anytime soon. I might as well look on the bright side, like Scootaloo said, they are pretty badass." She said as she smirked at Scootaloo.

"Ha! I told you they were cool." Scootaloo announced with great pride to her earth pony friend, whose face contorted into an annoyed expression.

"I'm quite glad you guys came," Twilight said, drawing the attention of the two Crusaders to her. "I wanted to thank you all for saving me earlier, but I can see that Sweetie Belle isn't here. Would you guys happen to know where she is?"

"Oh she's out scoutin' about the forest." Applebloom responded. "She really wanted 'ta come check on you, but duty calls ya know?"

"Yes I know." Twilight responded as she nodded in agreement. "I'll just have to give her my thanks later, but in the meantime, can you tell me how you guys even found me?"

"Actually we weren't even looking for you." Scootaloo began to explain. "What happened is we got a tip that this team of griffins were on the lookout for an escaped prisoner. We figured an enemy of the state is a friend of ours so we were sent to spy on the team of griffins that were on the hunt for the escapee. We actually weren't supposed to engage them."

"But then," Applebloom continued. "We saw them roughing up a pony near Fluttershy's former cottage. Naturally we weren't about 'ta let them work over a fellow pony like that so Sweetie Belle started shooting arrows at them and, well, you know what happened next."

"And I assume that you all brought me back here after I passed out?"

"Yes mam!" Applebloom proudly responded.

"Twilight!" Redheart said aloud as she entered the infirmary tent. "The commander would like to see you now. Applebloom, Scootaloo, she wants you two to get back to training the initiates.

"On it!" Scootaloo said as she accepted her charge. "C'mon Applebloom I bet you can't beat me to the training grounds!" Scootaloo challenged as she galloped out of the tent and took to the skies.

"No fair, you can fly!" Applebloom protested as she chased after her.

"Come on Twilight," Redheart said. "I'll take you to the command tent." Together Twilight and Redheart walked through the rebel camp. They passed soldiers training in combat, chefs dishing out food to resistance fighters who sat around a warm fire and traded stories, and guard posts with powerful ponies staying vigilant against any would-be threats.

Finally they came upon a circular tent, the command tent, and were told by one of the stallions standing guard that the mare they were seeking was out back at the strategizing table. They circled around until they came upon a group of ponies looking down at a table, moving various wooden representations of warriors about in an attempt to plot their next move. "Commander, Twilight Sparkle is here." Redheart spoke up, garnering the attention of the table.

The commander then walked away from her place at the table without a single word and walked over towards Twilight. She stopped right in front of Twilight and looked at her for a moment as her mouth began to contort into a huge smile. Twilight's heart raced as a feeling of jollity coursed through her body. Finally the commander cracked opened her mouth to speak. "Twilight, darling, it's been so long." Twilight immediately threw her front legs around the mare before her, as she did in turn. Words failed her in expressing how good it felt to embrace Rarity once more after five long years.


	4. Chapter 4: The Igniting Spark

**Hey guys this is BardicStorm, most recently called BladeStriker7, but I thought up this name and it was at least 20% cooler. Sorry for the delay once again, I got over my infection but then relationships, college, checking out another major, Skyrim, and other things immediately took its place in consuming my time. So hopefully this chapter will make up for my absence!**

** Also as some of you may have noticed, last update I took the "Romance" genre off the story. This was because I was originally planing on having a bit of that in there, but decided against it. However thanks to talking to a great friend of mine, and a fellow author at that, I have decided to add it back to the story! So happy day to all of you who enjoy romance in your stories.**

**Finally I just released a new story as well that you all might want to check out. It's called _Pony Ball Z_ and you can find it on the crossover section or just head to it via my profile page.**

**Well enough of that, time for ponies!**

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><p><strong>Chapter 4: The Igniting Spark<strong>

"Rarity, you have no clue how good it feels to see you again after all this time." Twilight said as she pulled back from her and Rarity's embrace.

"Oh I think I do darling." Rarity replied warmly as she smiled at the sight of Twilight before her. "Follow me dear, we have much to discuss." Rarity turned and motioned for her friend to follow her as she walked about the encampment. Ponies of various hues and builds walked about the brown tents set up in the camp, diligently heading from task to task. The sun was starting to make it's decent in the horizon, lighting up Equestria with a beautiful shade of orange, reflected by the leaves on the ground that hailed the return of the impending fall.

"So do you like it Twilight?" Rarity said as she turned back.

"Like what exactly?" Twilight queried in response.

"Why this armor of course!" Rarity said as she posed to show off the armor adorning her body. The silver armor was beautifully designed and was engraved with various swirls and patterns that showed the meticulous work that went into crafting this fine example of metal working. It covered the vast majority of her body, with riveted joints that allowed dexterous movement of the limbs and leather straps that secured the pieces to one another.

"I designed it myself you know." Rarity continued, taking great pride in her craftsmanship. "You see after Equestria was conquered there were bits and pieces of war memorabilia scattered about the land, some of which was armor." She said as she began walking through the camp further with Twilight in tow. "Well with such an abundance of armor lying about I got a chance to examine it up close and what I found was astonishing."

"What was it Rarity?" Twilight said, eager to know.

"Our armor designs were terribly obsolete! Having had so many years of peace and no true threats to our country until the Griffins, the advancement of our military technology was moving at a snail's pace. Our crushing defeat at the hands of the invaders is proof of that. So I, Rarity, took it upon myself to design a new and improved armor that would allow Equestrians to stand hoof to claw with Griffin soldiers." Rarity finished while sporting a prideful smile across her face. "And this, dear, is the final result of all of that design. Wait until you see the matching helmets, they have a spike coming out of the front for non-Unicorns to attack with, plus they are just the perfect accessory for revolution to say the least." Rarity said giggling.

"Wow Rarity, this is amazing to say the least. To think one pony could do all this work, setting up a resistance force, designing revolutionary armor, and managing to find and save me almost immediately after my escape. That is quite the impressive resume you have going there." Twilight responded. She was very much impressed by Rarity's drive and determination, though not surprised. Back before the war, Rarity had the same kind of skill and focus for her career. She worked tirelessly to provide the best for her customers, regardless of what their tastes might have been, and consistently made top quality dresses of the highest caliber to be shown off at fashion shows all across Equestria (although Twilight does remember a certain collection of dresses that Rarity most likely wishes were not associated with her.)

"And that's not it either." She said back to Twilight "I also have some leads to where the rest of our friends may have ended up after the war."

"Really!" Twilight said as her face beamed with delight. "How did you find them all?"

"Now hold on I did not say I found them, simply that I have leads on them dear. As to how I got these, it was through a network of spies and agents scattered about." The uncertainty of her friends' fates caused Twilight to sulk a bit. Rarity, seeing this, said in response. "Oh but don't you worry darling, they are very reliable and haven't given me any bad intelligence yet." She smiled at Twilight reassuringly, who in turn smiled back. "There we are. I'd hate to see you disheartened after making it this far. Now come, there's still more I want to show you."

The leaves on the ground crunched underneath the hooves of Rarity and Twilight as they headed towards a small, but elaborate tent that was nestled deep inside the camp, far from its outskirts. It shared the same color scheme as the rest of the tents, a shade of brown akin to the tree bark around most of the bottom of it and a mix of orange, red, brown, and a bit of green at the very top that matches up with the remaining leaves in the treetops. What made it stand out were the striking designs stitched onto the front of the tent. They resembled two wings, outstretched from either side of the opening door flap as if they were preparing to take off into the sky.

"Well here we are." Rarity announced back to Twilight. "This is one of our more important tents here at the camp."

"What is it?" Twilight asked. "I was already in the infirmary, I saw the command post not too long ago, and this is way too small to be a barracks or an armory."

"Ah well this tent is not functionally important such as the examples you are giving, but it is important all the same." She headed towards the flap and held it open for Twilight. "Go ahead and take a look for yourself."

Twilight stepped inside and saw opposite her a sight that she had not seen in quite some time. "Is that… Philomena?" Twilight asked as she looked at the fire bird that sat perched upon a branch in front of her. "How in all of Equestria did you get the Princess's pet?"

"Well actually she found us one day." Rarity explained. "We, the Cutie Mark Crusaders and I, had just set the foundations for the resistance force. Originally our camp was much further away from Ponyville, much deeper into the Everfree forest, and all we had were myself, the three of them, who at that point were hardly more than fillies, and a small group of ponies from the town that were adamant about Equestria's freedom. Our numbers were destitute, and the resistance's future looked bleak. But then one day, Philomena appeared in the sky, and descended down upon us in a glorious display! We took it as a sign, a sign that we would succeed and one day a free Equestria, much like the Phoenix, would be reborn. We then took on the name 'Phoenix Rising' after about an hour of squabbling between Sweetie Belle and her friends over what would be the 'coolest' name we could come up with."

"Wow Rarity that's incredible." Twilight said in response to the story. "I mean, what are the odds that the Princess's Phoenix would be able to escape from the castle, and find ponies that were trying to overthrow the empire?"

"Very slim I can only assume." Rarity responded. As soon as she closed her mouth she saw her sister galloping towards her from the outskirts of the camp. "Ah Sweetie Belle!" Rarity called out. "Come over here Twilight is feeling much better now I'm sure she wants to thank you from before."

Sweetie Belle made a hard stop in front of them, kicking up a bit of dirt as she caught her breath. "I…ha…ha… would love to check on Miss Twilight but I'm… ha… afraid we have a bigger problem."

"What is it?" Rarity asked in a far more serious tone than before.

"Griffins!" She cried out. "They've found our base; they're going to come attack us."

"What!" Rarity exclaimed at the news. "Sweetie Belle, scramble all available troops and prepare to fight any incoming Griffin warriors. Have the Pegasi take to the airspace above to prevent any rear infiltration; we can't afford to let them get behind us."

"There's a lot out there. What if we can't hold them sis? Do we… Do we…"

"No, you are not losing your life here Sweetie Belle. When they become too overwhelming, take as many ponies as you can, as well as Philomena, and meet up with the battalion outside Fillydelphia. Tell the commander there that I have given you direct control of his ponies, understand?"

"But what about you Rarity?"

"Don't worry about me. Twilight and I have some important things to attend to. Remember everything I taught you and you'll be a great commander, got it?"

"Yes m'am!" The younger pony responded as she headed off to the battle.

"Sweetie Belle!" Rarity called out as her sister was galloping off.

"Yes Rarity?" She said as she came to a halt.

"Please, don't forget that your sister loves you very much." Rarity said with a heavy heart, smiling warmly at Sweetie Belle.

"Don't worry, I could never forget that. I love you too Rarity." Sweetie Belle responded as she returned the smile in earnest.

"Ok now go! And please be careful!" Rarity yelled out as her sister magically drew an arrow from her quiver and galloped into the fray. After seeing her sister go, Rarity's attention was back on Twilight. "Come now." Rarity said to her. "We need to head back to the command post to grab a few documents."

Rarity and Twilight galloped through the encampment, which was filled with the sound of battle. War cries and screams of the fallen echoed throughout the forest as the battle around them waged on. Griffins and Pegasi would intermittently drop from the sky, slain in the combat that raged above, as the duo made their dash for the command post. As they reached the command post, Rarity ran into the tent and called back to Twilight. "Keep out any Griffins! I should only be a few minutes!"

Twilight stood her ground as two Griffins rushed towards her. The first took an unsuccessful swing at her face as she stepped back to get out of his reach. He followed this up by wrapping his tail tightly around Twilight's neck and began choking her. As she could feel her breath escaping from her, and as the other Griffin prepared to strike her with his claw, she rammed her horn into the fleshy hindquarters of her asphyxiater, causing him to loosen his grip on her. This gave her a chance to reposition her head and fire off a magical blast that tore the top half of her assailant clear off. A bit over powered and far too draining on her energy, but in her stressed state it was an honest mistake.

The other, undeterred by the splattering of organs and blood of his companion beside him, kept up his charge and took a swing at Twilight. Twilight managed to avoid most of the blow, but still received a cut across her belly from her opponent's sharp claws. Thinking quickly, Twilight took a sweep at his hindlegs, causing him to lose his balance and fall face first into the dirt. Taking up the opportunity, Twilight lifted up her hind leg and stomped down hard on her fallen opponent's head, which caused it to crack open on one side. From that crack, crimson blood poured out onto the ground, signaling the end of that Griffin's life.

Just that moment Rarity ran out of the tent with a new saddlebag thrown over her back and headed towards Twilight. "Alright I've got all the documents I need, let's get out of here!" She yelled out as the two of them ran through the camp, now in flames, and into the wilderness.

They had been running for a considerable time when they finally stopped for the night. They had completely escaped the Everfree Forest and were now in some kind of large clearing that sat on top of a hill. There was a free standing tree, some shrubbery and a small, reflective steam in the area around them. Behind them, a few miles back, were lines of trees at the entrance to the forest which was too dense for either of them to see into well. The orange glow of the sun had been traded in for the night's sky, with the moon and the stars illuminating the world just the slightest bit.

"By Celestia that was a close one." Twilight said as she plopped down next to Rarity who was sitting on the ground and looking over the documents that she had taken from the camp. "What are those for?" Twilight asked her friend.

"These? Oh dear these are those pieces of intelligence I was telling you about. You remember? The ones that detail the locations of our friends?"

"Oh thank goodness you managed to save them!" Twilight said as she hugged Rarity. "It would be a shame if the chance to find them all went to waste." She said as she got up to go drink from the stream of water. "So what are we going to do now? Head off to Fillydelphia to meet up with the others and then track down all our friends?"

"Oh no dear we're it, we're the rescue party." Rarity put bluntly as she organized her papers. "If we moved around with a large army everywhere we went we would undoubtedly attract a lot of attention. But it if it's just two pretty mares such as ourselves, then they will be none the wiser."

"I agree with you Rarity." Twilight affirmed in response as she lifted her head from drinking. "So tell me, who's the closest right now? They should probably be our first rescue attempt, after a good night's rest of course."

"Let me look." Rarity took out her glasses from the saddlebag and began to scan through the papers. "Alright it looks like tomorrow morning we will be waking up and looking for… Pinkie Pie."

"Awesome!" Twilight said as she washed the blood and carnage from her mane and fur in the stream. "It'll be so nice to have such an uplifting spirit around, we definitely need it." Twilight got herself comfortable in the grass under the tree next to Rarity, smiling at the idea of seeing all her friends once more as she dozed off to sleep under the watchful gaze of the stars above.

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><p><strong>Well I hope you guys enjoyed this installment of <em>Phoenix Rising<em>_, _stayed tuned for the next one and please leave a review if you have the time, I always appreciate hearing from my readers. For those of you that do head over and check out _Pony Ball Z_ let me know if it should, in fact, be in the Crossover section. I ask because it's not a true crossover in that the universes and characters are combined, just concepts from one injected in another.**

**Thanks for reading, I hope you enjoyed it and have an awesome day!**

**-BardicStorm**


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